*Annotations to former chapter 611:
Cited. 176 C. 69; 181 C. 527; 190 C. 299. Uniform Partnership Act and Uniform Limited Partnership Act discussed. 196 C. 270. Cited. 232 C. 405.
Cited. 21 CA 32. Uniform Partnership Act permits a charging creditor to enforce its charging order through strict foreclosure; charging order provisions of Uniform Partnership Act and Uniform Limited Partnership Act conflict. 35 CA 81. Cited. 45 CA 686.
Cited. 42 CS 184; 44 CS 321.
Sec. 34-300. Short title: Uniform Partnership Act.
Sec. 34-302. Knowledge and notice.
Sec. 34-303. Effect of partnership agreement. Nonwaivable provisions.
Sec. 34-304. Supplemental principles of law.
Sec. 34-305. Execution, filing and recording of statements.
Sec. 34-306. Law governing internal relations.
Sec. 34-307. Partnership subject to statutory amendment or repeal.
Secs. 34-308 to 34-312. Reserved
Sec. 34-313. Partnership as entity.
Sec. 34-314. Formation of partnership.
Sec. 34-315. Partnership property.
Sec. 34-316. When property is partnership property.
Secs. 34-317 to 34-321. Reserved
Sec. 34-322. Partner as agent of partnership.
Sec. 34-323. Transfer of partnership property.
Sec. 34-324. Statement of partnership authority.
Sec. 34-325. Statement of denial.
Sec. 34-326. Partnership liable for partner's actionable conduct.
Sec. 34-327. Liability of partner. Insurance.
Sec. 34-328. Actions by and against partnership and partners.
Sec. 34-329. Liability of purported partner.
Secs. 34-330 to 34-334. Reserved
Sec. 34-335. Rights and duties of a partner.
Sec. 34-336. Distributions in kind.
Sec. 34-337. Rights and duties of a partner with respect to information.
Sec. 34-338. General standards of conduct of a partner.
Sec. 34-339. Actions by partnership and partners.
Sec. 34-340. Continuation of partnership beyond definite term or particular undertaking.
Secs. 34-341 to 34-345. Reserved
Sec. 34-346. Partner not co-owner of partnership property.
Sec. 34-347. Partner's transferable interest in partnership.
Sec. 34-348. Transfer of partner's transferable interest.
Sec. 34-349. Partner's transferable interest subject to charging order.
Secs. 34-350 to 34-354. Reserved
Sec. 34-355. Events causing partner's dissociation.
Sec. 34-356. Partner's power to dissociate. Wrongful dissociation.
Sec. 34-357. Effect of partner's dissociation.
Secs. 34-358 to 34-361. Reserved
Sec. 34-362. Purchase of dissociated partner's interest.
Sec. 34-363. Dissociated partner's power to bind and liability to partnership.
Sec. 34-364. Dissociated partner's liability to other persons.
Sec. 34-365. Statement of dissociation.
Sec. 34-366. Continued use of partnership name.
Secs. 34-367 to 34-371. Reserved
Sec. 34-372. Events causing dissolution and winding up of partnership business.
Sec. 34-373. Partnership continues after dissolution.
Sec. 34-374. Right to wind up partnership business.
Sec. 34-375. Partner's power to bind partnership after dissolution.
Sec. 34-376. Statement of dissolution.
Sec. 34-377. Partner's liability to other partners after dissolution.
Sec. 34-378. Settlement of accounts and contributions among partners.
Secs. 34-379 to 34-383. Reserved
Sec. 34-388. Merger of partnerships.
Sec. 34-389. Effect of merger.
Sec. 34-390. Statement of merger.
Secs. 34-392 to 34-396. Reserved
Sec. 34-397. Uniformity of application and construction.
Sec. 34-400. (Formerly Sec. 34-81a). Recognition and regulation of partnerships.
Secs. 34-401 to 34-405. Reserved
Sec. 34-406. (Formerly Sec. 34-81s). Domestic and foreign limited liability partnerships: Name.
Secs. 34-414 to 34-418. Reserved
Sec. 34-419. (Formerly Sec. 34-81b). Domestic limited liability partnership: Filing of certificate.
Sec. 34-420. (Formerly Sec. 34-81c). Domestic limited liability partnership: Annual report.
Sec. 34-422a. Domestic limited liability partnership: Reinstatement after revocation.
Sec. 34-423. (Formerly Sec. 34-81f). Domestic limited liability partnership: Renunciation of status.
Secs. 34-424 to 34-428. Reserved
Sec. 34-431. (Formerly Sec. 34-81l). Foreign limited liability partnership: Annual report.
Secs. 34-435 to 34-499. Reserved
Sec. 34-300. Short title: Uniform Partnership Act. Sections 34-300 to 34-399, inclusive, may be cited as the Uniform Partnership Act (1994).
(P.A. 95-341, S. 1, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-301. Definitions. As used in sections 34-300 to 34-434, inclusive:
(1) “Business” includes every trade, occupation and profession.
(2) “Debtor in bankruptcy” means a person who is the subject of: (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state or foreign law governing insolvency.
(3) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.
(4) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(5) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 34-300 to 34-434, inclusive.
(6) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.
(7) “Foreign registered limited liability partnership” includes a partnership formed pursuant to an agreement governed by the laws of any state other than this state and registered or denominated as a registered limited liability partnership or limited liability partnership under the laws of such other state.
(8) “Interests” means the proprietary interests in an other entity.
(9) “Merger” means a business combination pursuant to section 34-388.
(10) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.
(11) “Other entity” means any association or legal entity, other than a domestic or foreign partnership, organized to conduct business, including, but not limited to, a corporation, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.
(12) “Partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under section 34-314, predecessor law or comparable law of another jurisdiction, and includes for all purposes of the laws of this state a registered limited liability partnership.
(13) “Partnership agreement” means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(14) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(15) “Partnership interest” or “partner's interest in the partnership” means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
(16) “Party to a merger” means any domestic or foreign partnership or other entity that will merge under a plan of merger.
(17) “Person” means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality, or any other legal or commercial entity.
(18) “Plan of merger” means a plan entered into pursuant to section 34-388.
(19) “Property” means all property, real, personal or mixed, tangible or intangible, or any interest therein.
(20) “Registered limited liability partnership” includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 34-419, and complying with sections 34-406 and 34-420.
(21) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature.
(22) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.
(23) “Statement” means a statement of partnership authority under section 34-324, a statement of denial under section 34-325, a statement of dissociation under section 34-365, a statement of dissolution under section 34-376, a statement of merger under section 34-390, or an amendment or cancellation of any of the foregoing.
(24) “Survivor” in a merger means the partnership or other entity into which one or more other partnerships or other entities are merged or consolidated. A survivor of a merger may preexist the merger or be created by the merger.
(25) “Transfer” includes an assignment, conveyance, lease, mortgage, deed and encumbrance.
(P.A. 95-341, S. 2, 58; P.A. 03-18, S. 69; P.A. 11-146, S. 13.)
History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 made a technical change, added new Subdivs. (5) to (8) defining “interests”, “merger”, “organizational documents” and “other entity”, redesignated existing Subdivs. (5) to (8) as Subdivs. (9) to (12), added new Subdivs. (13), (15) and (20) defining “party to a merger”, “plan of merger” and “survivor”, and redesignated existing Subdivs. (9) to (14) as Subdivs. (14), (16) to (19) and (21), effective July 1, 2003; P.A. 11-146 replaced reference to “sections 34-300 to 34-399, inclusive” with reference to “sections 34-300 to 34-434, inclusive”, added new Subdivs. (3), (5), (6) and (21) defining “deliver” or “delivery”, “document”, “electronic transmission” or “electronically transmitted” and “sign” or “signature” and redesignated existing Subdivs. (3) to (21) as Subdivs. (4), (7) to (20) and (22) to (25), effective January 1, 2012.
Generally, a mutual agency relationship is essential element of a partnership. 63 CA 17.
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Sec. 34-302. Knowledge and notice. (a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person: (1) Knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification: (1) Comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(P.A. 95-341, S. 3, 58; P.A. 07-217, S. 151.)
History: P.A. 95-341 effective July 1, 1997; P.A. 07-217 made technical changes in Subsec. (e), effective July 12, 2007.
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Sec. 34-303. Effect of partnership agreement. Nonwaivable provisions. (a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, sections 34-300 to 34-399, inclusive, govern relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not:
(1) Vary the rights and duties under section 34-305 except to eliminate the duty to provide copies of statements to all of the partners;
(2) Unreasonably restrict the right of access to books and records under subsection (b) of section 34-337;
(3) Eliminate the duty of loyalty under subsection (b) of section 34-338 or subdivision (3) of subsection (b) of section 34-357, but: (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (B) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) Unreasonably reduce the duty of care under subsection (c) of section 34-338 or subdivision (3) of subsection (b) of section 34-357;
(5) Eliminate the obligation of good faith and fair dealing under subsection (d) of section 34-338, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) Vary the power to dissociate as a partner under subsection (a) of section 34-356, except to require the notice under subdivision (1) of section 34-355 to be in writing;
(7) Vary the right of a court to expel a partner in the events specified in subdivision (5) of section 34-355;
(8) Vary the requirement to wind up the partnership business in cases specified in subdivision (4), (5) or (6) of section 34-372; or
(9) Restrict rights of third parties under sections 34-300 to 34-399, inclusive.
(P.A. 95-341, S. 4, 58.)
History: P.A. 95-341 effective July 1, 1997.
Subsec. (a):
Remaining partner's claim to compel valuation conflicts with Sec. 34-362(i) and trial court has no equitable power to compel valuation because act governs matters not governed by partnership agreement. 293 C. 60.
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Sec. 34-304. Supplemental principles of law. (a) Unless displaced by particular provisions of sections 34-300 to 34-399, inclusive, the principles of law and equity supplement said sections.
(b) If an obligation to pay interest arises under sections 34-300 to 34-399, inclusive, and the rate is not specified, the rate is that specified in section 37-1.
(P.A. 95-341, S. 5, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-305. Execution, filing and recording of statements. (a) A statement may be filed in the office of the Secretary of the State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of the State. Either filing has the effect provided in sections 34-300 to 34-399, inclusive, with respect to partnership property located in or transactions that occur in this state.
(b) A certified copy of a statement that has been filed in the office of the Secretary of the State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in sections 34-300 to 34-399, inclusive. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of the State does not have the effect provided for recorded statements in sections 34-300 to 34-399, inclusive.
(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by sections 34-300 to 34-399, inclusive. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of false statement that the contents of the statement are accurate.
(d) A person authorized by sections 34-300 to 34-399, inclusive, to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f) The Secretary of the State may collect a fee for filing or providing a certified copy of a statement. The town clerk may collect a fee for recording a statement.
(P.A. 95-341, S. 6, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-306. Law governing internal relations. The law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
(P.A. 95-341, S. 7, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-307. Partnership subject to statutory amendment or repeal. A partnership governed by sections 34-300 to 34-399, inclusive, is subject to any amendment to or repeal of said sections.
(P.A. 95-341, S. 8, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-308 to 34-312. Reserved for future use.
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Sec. 34-313. Partnership as entity. A partnership is an entity distinct from its partners.
(P.A. 95-341, S. 9, 58.)
History: P.A. 95-341 effective July 1, 1997.
Standing of individual partners versus standing of partnership. 51 CA 790.
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Sec. 34-314. Formation of partnership. (a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than sections 34-300 to 34-399, inclusive, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under sections 34-300 to 34-399, inclusive, unless such association is a foreign registered limited liability partnership.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (A) Of a debt by installments or otherwise; (B) for services as an independent contractor or of wages or other compensation to an employee; (C) of rent; (D) of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner; (E) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral; or (F) for the sale of the goodwill of a business or other property by installments or otherwise.
(P.A. 95-341, S. 10, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-315. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually.
(P.A. 95-341, S. 11, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-316. When property is partnership property. (a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to: (1) The partnership in its name; or (2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
(P.A. 95-341, S. 12, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-317 to 34-321. Reserved for future use.
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Sec. 34-322. Partner as agent of partnership. Subject to the effect of a statement of partnership authority under section 34-324:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
(P.A. 95-341, S. 13, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-323. Transfer of partnership property. (a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership authority under section 34-324, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 34-322 and: (1) As to a subsequent transferee who gave value for property transferred under subdivisions (1) and (2) of subsection (a) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) as to a transferee who gave value for property transferred under subdivision (3) of subsection (a) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
(P.A. 95-341, S. 14, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-324. Statement of partnership authority. (a) A partnership may file a statement of partnership authority, which:
(1) Shall include: (A) The name of the partnership; (B) the street address of its chief executive office and of one office in this state, if there is one; (C) the names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b) of this section; and (D) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
(2) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to subsection (c) of section 34-305 and states the name of the partnership but does not contain all of the other information required by subsection (a) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e) of this section.
(d) Except as otherwise provided in subsection (g) of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
(1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, as long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
(2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, as long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.
(f) Except as otherwise provided in subsections (d) and (e) and sections 34-365 and 34-376, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
(g) Unless earlier cancelled, a filed statement of partnership authority is cancelled by operation of law five years after the date on which the statement, or the most recent amendment, was filed with the Secretary of the State.
(P.A. 95-341, S. 15, 58; P.A. 06-196, S. 268.)
History: P.A. 95-341 effective July 1, 1997; P.A. 06-196 made technical changes in Subsec. (d), effective June 7, 2006.
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Sec. 34-325. Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection (b) of section 34-324 may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections (d) and (e) of section 34-324.
(P.A. 95-341, S. 16, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-326. Partnership liable for partner's actionable conduct. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
(P.A. 95-341, S. 17, 58.)
History: P.A. 95-341 effective July 1, 1997.
To hold partnership liable for a fraud committed by one partner, the fraud must have been committed in the course of partnership business. 70 CA 427.
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Sec. 34-327. Liability of partner. Insurance. (a) Except as otherwise provided in subsections (b), (c) and (d) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) Subject to subsection (d) of this section, a partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution or otherwise, for any debts, obligations and liabilities of or chargeable to the partnership or another partner or partners, whether arising in contract, tort or otherwise, arising in the course of the partnership business while the partnership is a registered limited liability partnership.
(d) The provisions of subsection (c) of this section shall not affect the liability of a partner in a registered limited liability partnership for his own negligence, wrongful acts or misconduct, or that of any person under his direct supervision and control.
(e) A registered limited liability partnership that consists of partners who render professional service, as defined in section 34-243a, shall continuously maintain professional liability insurance in an amount not less than two hundred fifty thousand dollars.
(P.A. 95-341, S. 18, 58; P.A. 96-254, S. 2, 10; P.A. 10-32, S. 110; P.A. 16-97, S. 104.)
History: P.A. 95-341 effective July 1, 1997; P.A. 96-254 amended Subsec. (c) to provide that a partner is not liable “for any debts, obligations and liabilities of or chargeable to the partnership or another partner or partners, whether arising in contract, tort or otherwise, arising in the course of the partnership business while the partnership is a registered limited liability partnership” rather than “for debts, obligations and liabilities of or chargeable to the partnership arising from negligence, wrongful acts or misconduct committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or employee, agent or representative of the partnership” and added Subsec. (e) to require a registered limited liability partnership consisting of partners who render professional service to continuously maintain professional liability insurance in an amount not less than $250,000, effective July 1, 1997, but inapplicable to any action pending or cause of action existing on or before said date or any action existing for the collection of any judgment or settlement arising out of any action or cause of action existing on or before said date; P.A. 10-32 made a technical change in Subsec. (a), effective May 10, 2010; P.A. 16-97 amended Subsec. (e) by substituting reference to Sec. 34-243a for reference to Sec. 34-101, effective July 1, 2017.
Subsec. (c):
Protects partners in a registered limited liability partnership from personal liability. 88 CA 445.
Defendant partners protected from liability in suit against third partner, since they shared no benefit, did not have direct supervision or control over third partner and did not know about the matter until after the event. 46 CS 35.
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Sec. 34-328. Actions by and against partnership and partners. (a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless:
(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The partner has agreed that the creditor need not exhaust partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 34-329.
(P.A. 95-341, S. 19, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-329. Liability of purported partner. (a) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.
(P.A. 95-341, S. 20, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-330 to 34-334. Reserved for future use.
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Sec. 34-335. Rights and duties of a partner. (a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and, except as provided in subsection (c) of section 34-327, is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section, constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under section 34-322.
(P.A. 95-341, S. 21, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-336. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind.
(P.A. 95-341, S. 22, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-337. Rights and duties of a partner with respect to information. (a) A partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or sections 34-300 to 34-399, inclusive; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(P.A. 95-341, S. 23, 58.)
History: P.A. 95-341 effective July 1, 1997.
Subsec. (b):
Subsec. does not provide for unfettered access, nor does it state that the only limitations that may be imposed are on the hours in which records shall be made available. 293 C. 60.
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Sec. 34-338. General standards of conduct of a partner. (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section.
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
(d) A partner shall discharge the duties to the partnership and the other partners under sections 34-300 to 34-399, inclusive, or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under sections 34-300 to 34-399, inclusive, or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
(P.A. 95-341, S. 24, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-339. Actions by partnership and partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(1) Enforce the partner's rights under the partnership agreement;
(2) Enforce the partner's rights under sections 34-300 to 34-399, inclusive, including: (A) The partner's rights under section 34-335, 34-336 or 34-337; (B) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 34-362 or enforce any other right under sections 34-355 to 34-357, inclusive, or sections 34-362 to 34-366, inclusive; or (C) the partner's right to compel a dissolution and winding up of the partnership business under section 34-372 or enforce any other right under sections 34-372 to 34-378, inclusive; or
(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(P.A. 95-341, S. 25, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-340. Continuation of partnership beyond definite term or particular undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
(P.A. 95-341, S. 26, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-341 to 34-345. Reserved for future use.
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Sec. 34-346. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
(P.A. 95-341, S. 27, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-347. Partner's transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
(P.A. 95-341, S. 28, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-348. Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(1) Is permissible;
(2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.
(b) A transferee of a partner's transferable interest in the partnership has a right:
(1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) To seek, under subdivision (6) of section 34-372, a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
(f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(P.A. 95-341, S. 29, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-349. Partner's transferable interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed: (1) By the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d) Sections 34-300 to 34-399, inclusive, do not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
(P.A. 95-341, S. 30, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-350 to 34-354. Reserved for future use.
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Sec. 34-355. Events causing partner's dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events:
(1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;
(2) An event agreed to in the partnership agreement as causing the partner's dissociation;
(3) The partner's expulsion pursuant to the partnership agreement;
(4) The partner's expulsion by the unanimous vote of the other partners if: (A) It is unlawful to carry on the partnership business with that partner; (B) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (C) within ninety days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) a partnership that is a partner has been dissolved and its business is being wound up;
(5) On application by the partnership or another partner, the partner's expulsion by judicial determination because: (A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (B) the partner wilfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 34-338; or (C) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;
(6) The partner's: (A) Becoming a debtor in bankruptcy; (B) executing an assignment for the benefit of creditors; (C) seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property; or (D) failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;
(7) In the case of a partner who is an individual: (A) The partner's death; (B) the appointment of a guardian or general conservator for the partner; or (C) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;
(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;
(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or
(10) Termination of a partner who is not an individual, partnership, corporation, trust or estate.
(P.A. 95-341, S. 31, 58.)
History: P.A. 95-341 effective July 1, 1997.
Subdiv. (5):
Under Subpara. (C), irreparable deterioration of relationship between partners is a valid basis for dissociation; although partner's past tax fraud conviction, standing alone, might not constitute conduct relating to the partnership that would warrant dissociation, such conduct combined with other factors including adversarial conduct and failure to be forthcoming about such conviction supported conclusion that acrimony was so pervasive and entrenched that dissociation was warranted. 293 C. 60.
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Sec. 34-356. Partner's power to dissociate. Wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision (1) of section 34-355.
(b) A partner's dissociation is wrongful only if:
(1) It is in breach of an express provision of the partnership agreement; or
(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (A) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive, of section 34-355 or wrongful dissociation under this subsection; (B) the partner is expelled by judicial determination under subdivision (5) of section 34-355; (C) the partner is dissociated by becoming a debtor in bankruptcy; or (D) in the case of a partner who is not an individual, trust, other than a business trust, or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
(P.A. 95-341, S. 32, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-357. Effect of partner's dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 34-372 to 34-378, inclusive, apply; otherwise, sections 34-362 to 34-366, inclusive, apply.
(b) Upon a partner's dissociation:
(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 34-374;
(2) The partner's duty of loyalty under subdivision (3) of subsection (b) of section 34-338 terminates; and
(3) The partner's duty of loyalty under subdivisions (1) and (2) of subsection (b) of section 34-338 and duty of care under subsection (c) of said section 34-338 continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 34-374.
(P.A. 95-341, S. 33, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-358 to 34-361. Reserved for future use.
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Sec. 34-362. Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 34-372, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section.
(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under subsection (b) of section 34-378 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.
(c) Damages for wrongful dissociation under subsection (b) of section 34-356, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 34-363.
(e) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.
(f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) of this section, must be accompanied by the following: (1) A statement of partnership assets and liabilities as of the date of dissociation; (2) the latest available partnership balance sheet and income statement, if any; (3) an explanation of how the estimated amount of the payment was calculated; and (4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section or other terms of the obligation to purchase.
(h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest.
(i) A dissociated partner may maintain an action against the partnership, pursuant to subparagraph (B) of subdivision (2) of subsection (b) of section 34-339, to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section or other terms of the obligation to purchase. The action must be commenced within one hundred twenty days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g) of this section.
(P.A. 95-341, S. 34, 58.)
History: P.A. 95-341 effective July 1, 1997.
Subsec. (b):
Date of dissociation for purpose of valuing dissociated partner's interest in partnership is date on which an appeal from judgment of dissociation has been decided and time to file a motion for reconsideration of decision has expired. 316 C. 677.
Subsec. (h):
A partner who wrongfully dissociated from the partnership is not entitled to interest on buyout award until the award becomes due and owing. 316 C. 677.
Subsec. (i):
Only a dissociated partner, and not a remaining partner, may bring an action to compel valuation, and remaining partner's claim for equitable relief to compel valuation conflicts with Sec. 34-303(a) which provides that Uniform Partnership Act governs matters not governed by partnership agreement. 293 C. 60.
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Sec. 34-363. Dissociated partner's power to bind and liability to partnership. (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under sections 34-384 and 34-388 to 34-390, inclusive, is bound by an act of the dissociated partner which would have bound the partnership under section 34-322 before dissociation only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
(P.A. 95-341, S. 35, 58; P.A. 11-241, S. 55.)
History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 amended Subsec. (a) to replace reference to “sections 34-384 to 34-391, inclusive” with reference to “sections 34-384 and 34-388 to 34-390, inclusive”, effective January 1, 2014.
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Sec. 34-364. Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 34-384 and 34-388 to 34-390, inclusive, within two years after the partner's dissociation, only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under subsection (e) of section 34-324 or notice under subsection (c) of section 34-365.
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
(P.A. 95-341, S. 36, 58; P.A. 11-241, S. 56.)
History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 amended Subsec. (b) to replace reference to “sections 34-384 to 34-391, inclusive” with reference to “sections 34-384 and 34-388 to 34-390, inclusive”, effective January 1, 2014.
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Sec. 34-365. Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections (d) and (e) of section 34-324.
(c) For the purposes of subdivision (3) of subsection (a) of section 34-363 and subdivision (3) of subsection (b) of section 34-364, a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
(P.A. 95-341, S. 37, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-366. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
(P.A. 95-341, S. 38, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Secs. 34-367 to 34-371. Reserved for future use.
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Sec. 34-372. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subdivisions (2) to (10), inclusive, of section 34-355 of that partner's express will to withdraw as a partner, or on a later date specified by the partner;
(2) In a partnership for a definite term or particular undertaking: (A) Within ninety days after a partner's dissociation by death or otherwise under subdivisions (6) to (10), inclusive, of section 34-355 or wrongful dissociation under subsection (b) of section 34-356, the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of that partner's will to wind up the partnership business; (B) the express will of all of the partners to wind up the partnership business; or (C) the expiration of the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) On application by a partner, a judicial determination that: (A) The economic purpose of the partnership is likely to be unreasonably frustrated; (B) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (B) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
(P.A. 95-341, S. 39, 58; P.A. 00-50, S. 1; P.A. 06-57, S. 2.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subdiv. (2)(A) by replacing “unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356, agree to continue the partnership” with “the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to subparagraph (A) of subdivision (2) of subsection (b) of section 34-356 constitutes the expression of that partner's will to wind up the partnership business”; P.A. 06-57 amended Subdiv. (2)(A) by replacing “The expiration of ninety days” with “Within ninety days”.
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Sec. 34-373. Partnership continues after dissolution. (a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) the rights of a third party accruing under subdivision (1) of section 34-375 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
(P.A. 95-341, S. 40, 58.)
History: P.A. 95-341 effective July 1, 1997.
A partnership is terminated when its business is put in order for the purpose of bringing the partnership to an end by the process of settling accounting and liquidating assets and when it is then brought to an end, and, in this case, the partnership continued to exist after its sole asset had been liquidated and while the partners were engaged in the process of litigation concerning the distribution of partnership assets. 112 CA 213.
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Sec. 34-374. Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's business.
(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 34-378, settle disputes by mediation or arbitration and perform other necessary acts.
(P.A. 95-341, S. 41, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-375. Partner's power to bind partnership after dissolution. Subject to section 34-376, a partnership is bound by a partner's act after dissolution that:
(1) Is appropriate for winding up the partnership business; or
(2) Would have bound the partnership under section 34-322 before dissolution, if the other party to the transaction did not have notice of the dissolution.
(P.A. 95-341, S. 42, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-376. Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection (d) of section 34-324 and is a limitation on authority for the purposes of subsection (e) of said section.
(c) For the purposes of sections 34-322 and 34-375, a person not a partner is deemed to have notice of the dissolution and the limitation on the partner's authority as a result of the statement of dissolution ninety days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections (d) and (e) of section 34-324 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
(P.A. 95-341, S. 43, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-377. Partner's liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) of this section and subsections (c) and (d) of section 34-327, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 34-375.
(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under subdivision (2) of section 34-375 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
(P.A. 95-341, S. 44, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-378. Settlement of accounts and contributions among partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. Except as provided in subsection (c) of section 34-327, a partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account.
(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations unless the obligation is for a debt, obligation or liability for which the partner is not liable as provided in subsection (c) of section 34-327. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations and the other partners are liable under section 34-327.
(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement unless the obligation is for a debt, obligation or liability for which the partner is not liable as provided in subsection (c) of section 34-327.
(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
(P.A. 95-341, S. 45, 58; P.A. 00-50, S. 2.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 amended Subsec. (c) to make the failure of a partner to contribute “the full amount required under subsection (b) of this section” the event that requires all of the other partners to contribute.
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Secs. 34-379 to 34-383. Reserved for future use.
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Sec. 34-384. Definitions. In this section and sections 34-388 to 34-390, inclusive:
(1) “General partner” means a partner in a partnership and a general partner in a limited partnership.
(2) “Limited partner” means a limited partner in a limited partnership.
(3) “Limited partnership” means a limited partnership created under sections 34-9 to 34-38r, inclusive, predecessor law or comparable law of another jurisdiction.
(4) “Partner” includes both a general partner and a limited partner.
(P.A. 95-341, S. 46, 58; P.A. 11-241, S. 57.)
History: P.A. 95-341 effective July 1, 1997; P.A. 11-241 replaced reference to “sections 34-385 to 34-391, inclusive” with reference to “sections 34-388 to 34-390, inclusive”, effective January 1, 2014.
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Secs. 34-385 to 34-387. Conversion of partnership to limited partnership. Conversion of limited partnership to partnership. Effect of conversion. Sections 34-385 to 34-387, inclusive, are repealed, effective January 1, 2014.
(P.A. 95-341, S. 47–49, 58; P.A. 11-241, S. 58.)
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Sec. 34-388. Merger of partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, one or more partnerships may merge with or into any one or more partnerships formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof.
(b) The plan of merger shall set forth:
(1) The name of each partnership that is a party to the merger;
(2) The name of the survivor into which the other partnerships shall merge;
(3) The status of each partner;
(4) The terms and conditions of the merger;
(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the survivor or into money or other property in whole or part;
(6) The street address of the survivor's chief executive office;
(7) The effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and
(8) Such other provisions with respect to the merger as are deemed necessary or desirable.
(c) The plan of merger shall be approved by all of the partners or a number or percentage specified for merger in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;
(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) Any effective date specified in the plan of merger.
(P.A. 95-341, S. 50, 58; P.A. 03-18, S. 70; P.A. 11-241, S. 50.)
History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing provision re merger with partnerships or limited partnerships with provision re merger with or into partnerships or other entities formed or organized under the laws of this state or any other state or foreign country or other foreign jurisdiction or combination thereof, amended Subsec. (b) by replacing references to surviving entity with references to survivor, replacing references in Subdivs. (1) and (2) to limited partnership with references to other entity, adding provision in Subdiv. (3) re whether survivor is an other entity, adding references in Subdiv. (5) to shares, adding Subdivs. (7) and (8) re effective date or time of merger and other provisions deemed necessary or desirable, and making technical changes, amended Subsec. (c)(2) by replacing references to limited partnership with references to other entity, adding provision re law by which other entity is governed, and making a technical change, and added Subsec. (f) re plan of merger meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 11-241 amended Subsecs. (a) and (b) to delete provisions re other entities and shares and, in Subsec. (b), change “will” to “shall”, deleted former Subsec. (c)(2) re other entity, deleted former Subsec. (f) re merger involving one or more other entities, and made technical changes, effective January 1, 2014.
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Sec. 34-389. Effect of merger. (a) When a merger takes effect:
(1) The separate existence of every partnership that is a party to the merger, other than the survivor, ceases;
(2) All property owned by each of the merged partnerships vests in the survivor;
(3) All obligations of every partnership that is a party to the merger become the obligations of the survivor; and
(4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the survivor may be substituted as a party to the action or proceeding.
(b) The Secretary of the State is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. Upon receipt of process, the Secretary of the State shall mail a copy of the process to the surviving foreign partnership.
(c) A partner of a surviving partnership is liable for:
(1) All obligations of a party to the merger for which the partner was personally liable before the merger;
(2) All other obligations of the survivor incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the survivor; and
(3) All obligations of the survivor incurred after the merger takes effect.
(d) If the obligations incurred before the merger by a party to the merger that is a partnership are not satisfied out of the property of the survivor, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the survivor, in the manner provided in section 34-378 or in sections 34-9 to 34-38r, inclusive, of the jurisdiction in which the party was organized, as the case may be, as if the merged party were dissolved.
(e) A partner of a party to a merger between or among partnerships who does not become a partner of the survivor is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The survivor shall cause the partner's interest in the entity to be purchased under section 34-362 or another statute specifically applicable to that partner's interest with respect to a merger. The survivor is bound under section 34-363 by an act of a general partner dissociated under this subsection, and the partner is liable under section 34-364 for transactions entered into by the survivor after the merger takes effect.
(f) Any partner of a partnership that is a party to a merger who, prior to the merger, was obligated for any of the liabilities or obligations of the partnership shall not be released by reason of the merger from any such liabilities or obligations arising prior to the effective time of the merger.
(P.A. 95-341, S. 51, 58; P.A. 03-18, S. 71; P.A. 11-241, S. 51.)
History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 replaced references to limited partnership with references to other entity and replaced references to surviving entity, entity and surviving partnership or limited partnership with references to survivor throughout, made a technical change in Subsec. (c), amended Subsec. (d) by adding “that is a partnership or limited partnership” and replacing “formed” with “organized”, amended Subsec. (e) by adding provision re merger between or among partnerships or limited partnerships, or both, and added Subsec. (f) re liabilities or obligations of partner of partnership or holder of interest in other entity, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and limited partnership, effective January 1, 2014.
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Sec. 34-390. Statement of merger. (a) After a merger, the partnership may file a statement that one or more partnerships have merged into the surviving partnership.
(b) A statement of merger shall contain, in addition to the requirements of statute for a certificate of merger or consolidation:
(1) The name of each partnership that is a party to the merger;
(2) The name of the survivor into which the other partnerships were merged; and
(3) The street address of the survivor's chief executive office and of an office in this state, if any.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 34-323, property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon filing a statement of merger.
(d) For the purposes of section 34-323, real property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of section 34-305, stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the survivor, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or other entities named to the extent provided in subsections (c) and (d) of this section.
(P.A. 95-341, S. 52, 58; P.A. 03-18, S. 72; P.A. 11-241, S. 52.)
History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 replaced references to limited partnership with references to other entity and references to surviving entity with references to survivor throughout, amended Subsec. (a) by replacing “the surviving partnership or limited partnership may” with “if the survivor is a partnership, the partnership may” and replacing “entity” with “partnership”, amended Subsec. (b) by adding provision re requirements of statute for certificate of merger or consolidation applicable to other entity that is a party to the merger and replacing in Subdiv. (4) provision re whether surviving entity is a partnership or limited partnership with provision re the type of entity of the survivor, and adding Subsec. (f) re filing of certificate by survivor that is a limited liability partnership, effective July 1, 2003; P.A. 11-241 amended Subsecs. (a) to (e) to delete provisions re other entities and make conforming changes, and deleted former Subsec. (f) re limited liability partnership survivor, effective January 1, 2014.
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Sec. 34-391. Nonexclusive. Section 34-391 is repealed, effective January 1, 2014.
(P.A. 95-341, S. 53, 58; P.A. 11-241, S. 58.)
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Secs. 34-392 to 34-396. Reserved for future use.
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Sec. 34-397. Uniformity of application and construction. Sections 34-300 to 34-399, inclusive, shall be applied and construed to effectuate their general purpose to make uniform the law with respect to the subject of said sections among states enacting them.
(P.A. 95-341, S. 54, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-398. Applicability. (a) Before January 1, 2002, sections 34-300 to 34-399, inclusive, govern only a partnership formed:
(1) After July 1, 1997, unless that partnership is continuing the business of a dissolved partnership under section 34-79 of the general statutes, revision of 1958, revised to January 1, 1997; and
(2) Before July 1, 1997, that elects, as provided by subsection (c) of this section, to be governed by sections 34-300 to 34-399, inclusive.
(b) After January 1, 2002, sections 34-300 to 34-399, inclusive, govern all partnerships.
(c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by sections 34-300 to 34-399, inclusive. The provisions of sections 34-300 to 34-399, inclusive, relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by said sections, only if the third party knows or has received a notification of the partnership's election to be governed by said sections.
(d) Before January 1, 2002, sections 34-39 to 34-81, inclusive, of the general statutes, revision of 1958, revised to January 1, 1997, govern a partnership not covered by subsection (a) or (c) of this section.
(P.A. 95-341, S. 55, 58; P.A. 00-50, S. 3, 4.)
History: P.A. 95-341 effective July 1, 1997; P.A. 00-50 added Subsec. (d) re governing law for a partnership not covered by Subsec. (a) or (c), effective May 16, 2000.
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Sec. 34-399. Savings clause. Sections 34-300 to 34-399, inclusive, do not affect an action or proceeding commenced or right accrued before July 1, 1997.
(P.A. 95-341, S. 56, 58.)
History: P.A. 95-341 effective July 1, 1997.
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Sec. 34-400. (Formerly Sec. 34-81a). Recognition and regulation of partnerships. (1) A partnership, including a registered limited liability partnership, formed and existing pursuant to an agreement governed by sections 34-300 to 34-434, inclusive, may conduct its business, carry on its operations and have and exercise the powers granted by said sections in any state or in any foreign country.
(2) It is the intent of the legislature that the legal existence of registered limited liability partnerships formed and existing pursuant to an agreement governed by sections 34-300 to 34-434, inclusive, be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.
(3) It is the policy of this state that the internal affairs of partnerships, including registered limited liability partnerships, formed and existing pursuant to an agreement governed by sections 34-300 to 34-434, inclusive, including the liability of partners for debts, obligations and liabilities chargeable to partnerships, shall be subject to and governed by the laws of this state.
(4) The internal affairs of a foreign registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the state in which it is registered as a registered limited liability partnership.
(P.A. 94-218, S. 8, 28; P.A. 96-77, S. 3, 17.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced references to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81a transferred to Sec. 34-400 in 1997.
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Secs. 34-401 to 34-405. Reserved for future use.
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Sec. 34-406. (Formerly Sec. 34-81s). Domestic and foreign limited liability partnerships: Name. (a) The name of a registered limited liability partnership or a foreign registered limited liability partnership operating in this state shall contain the words “Registered Limited Liability Partnership” or “Limited Liability Partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of its name.
(b) The name of a registered limited liability partnership or foreign registered limited liability partnership shall be such as to distinguish it upon the records of the Secretary of the State from: (1) The name of any registered limited liability partnership, limited partnership, limited liability company or corporation existing under the laws of this state; (2) the name of any foreign registered limited liability partnership, foreign limited partnership, foreign limited liability company or foreign corporation authorized to transact business in this state; (3) any name reserved under section 34-407 or reserved or registered under section 33-656, 33-657, 33-1045, 33-1046, 33-1047, 34-13, 34-13a, 34-243l or 34-243m; or (4) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.
(c) The provisions of subsection (b) of this section shall not apply if the applicant files with the Secretary of the State a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state.
(P.A. 94-218, S. 20, 28; P.A. 96-256, S. 193, 209; 96-271, S. 182, 254; P.A. 04-240, S. 19; 04-257, S. 56; P.A. 16-97, S. 105.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-256 amended Subsec. (b) to replace reference to Secs. 33-424 and 33-425 with Secs. 33-1045, 33-1046 and 33-1047, effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace references to Secs. 33-287 and 33-288 with Secs. 33-656 and 33-657, respectively, effective January 1, 1997; Sec. 34-81s transferred to Sec. 34-406 in 1997; P.A. 04-240 amended Subsec. (b)(3) by adding reference to Sec. 34-13a and making a technical change in and added Subsec. (b)(4) re name of other entity carried on records of the Secretary of the State; P.A. 04-257 made a technical change in Subsec. (b)(3), effective June 14, 2004; P.A. 16-97 amended Subsec. (b) by substituting references to Secs. 34-243l and 34-243m for reference to Sec. 34-103, effective July 1, 2017.
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Sec. 34-407. (Formerly Sec. 34-81t). Domestic and foreign limited liability partnerships: Reservation of name. (a) The exclusive right to use a limited liability partnership name may be reserved by: (1) Any person intending to form a registered limited liability partnership and to adopt that name; (2) any registered limited liability partnership, or any foreign registered limited liability partnership operating in this state, that intends to adopt that name; (3) any foreign registered limited liability partnership intending to operate in this state and to adopt that name; or (4) any person intending to apply for a certificate of authority for a foreign registered limited liability partnership to operate in this state and to adopt that name.
(b) The reservation shall be made by filing with the Secretary of the State an application together with the applicable fee, executed by the applicant, to reserve a specified name. If the Secretary of the State finds that the name is available for use by a registered limited liability partnership or foreign registered limited liability partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days counting the date of such filing as the first of the one hundred twenty days.
(c) The holder of a reserved limited liability partnership name may renew the reservation for successive periods of one hundred twenty days each from the date of such renewal.
(d) The right of the exclusive use of a reserved name may be transferred to another person by filing with the Secretary of the State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name to be transferred and the name and address of the transferee. The transfer shall not extend the term during which the name is reserved.
(e) Any person for whom a specified limited liability partnership name has been reserved pursuant to subsection (b) of this section may, during the period for which such name is reserved, terminate such reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of limited liability partnership name, together with the applicable fee.
(P.A. 94-218, S. 21, 28; P.A. 95-252, S. 9; P.A. 96-77, S. 13.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (a) to specify that the reservation is of the exclusive right to use a “limited liability partnership” name, amended Subsec. (c) to replace “a reserved registered limited liability partnership or foreign registered limited liability partnership name” with “a reserved limited liability partnership name” and added Subsec. (e) to authorize the cancellation of the reservation of a limited liability partnership name and specify the procedure therefor; P.A. 96-77 amended Subsec. (b) to make a technical change; Sec. 34-81t transferred to Sec. 34-407 in 1997.
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Sec. 34-408. (Formerly Sec. 34-81u). Domestic and foreign limited liability partnerships: Statutory agent for service. (a) Each registered limited liability partnership which does not have its principal office in this state and each foreign registered limited liability partnership shall have and maintain a statutory agent for service in this state as provided in this section. A statutory agent for service shall be: (1) A natural person who is a resident of this state; (2) a domestic corporation; (3) a corporation not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (4) a domestic limited liability company; (5) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (6) a domestic registered limited liability partnership; (7) a foreign registered limited liability partnership which has procured a certificate of authority to transact business or conduct its affairs in this state; (8) a domestic statutory trust; or (9) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state.
(b) A registered limited liability partnership which does not have its principal office in this state or a foreign registered limited liability partnership shall appoint a statutory agent for service by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the registered limited liability partnership or the foreign registered limited liability partnership; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence addresses thereof; if the statutory agent is an entity organized under the laws of this state, the address of the principal office thereof; if the statutory agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.
(c) If a statutory agent for service dies, dissolves, removes from the state or resigns, the registered limited liability partnership shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its address within the state from that appearing upon the record in the office of the Secretary of the State, the registered limited liability partnership shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement to the registered limited liability partnership at its principal office. Upon the expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. A registered limited liability partnership may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.
(P.A. 94-218, S. 22, 28; P.A. 04-240, S. 20; P.A. 11-146, S. 19.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81u transferred to Sec. 34-408 in 1997, effective July 1, 1997; P.A. 04-240 amended Subsec. (a) by making a technical change, revising Subdivs. (2) and (3) re corporations as agents for service and adding Subdivs. (4) to (9) re limited liability companies, registered limited liability partnerships and statutory trusts as agents for service and amended Subsec. (b) by making conforming changes re entity as agent for service and making technical changes; P.A. 11-146 added Subsec. (c) re appointment of new agent, change of address of agent, resignation of agent and revocation of appointment of agent, effective January 1, 2012.
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Sec. 34-409. (Formerly Sec. 34-81v). Domestic and foreign limited liability partnerships: Amendment of certificate. The certificate of limited liability partnership of a registered limited liability partnership or the certificate of authority of a foreign registered limited liability partnership may be amended by filing an amendment with the Secretary of the State. The amendment shall set forth: (1) The name of the registered limited liability partnership or foreign registered limited liability partnership; and (2) the amendment to the certificate.
(P.A. 94-218, S. 23, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81v transferred to Sec. 34-409 in 1997, effective July 1, 1997.
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Sec. 34-410. (Formerly Sec. 34-81w). Domestic and foreign limited liability partnerships: Execution of documents. (a) Unless otherwise specified in sections 34-300 to 34-434, inclusive, any document required by said sections to be filed with, or delivered to, the Secretary of the State shall be executed by: (1) One or more partners authorized to execute such document; (2) if the registered limited liability partnership has not been formed, by the person or persons forming the registered limited liability partnership; or (3) if the registered limited liability partnership is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.
(b) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs.
(c) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be filed with the Secretary of the State.
(d) The execution of any such document shall constitute an affirmation under the penalties of false statement by the person signing the document that the facts stated therein are true.
(P.A. 94-218, S. 24, 28; P.A. 96-77, S. 7, 17.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 amended Subsec. (a) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81w transferred to Sec. 34-410 in 1997.
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Sec. 34-411. (Formerly Sec. 34-81x). Domestic and foreign limited liability partnerships: Filing of documents. (a) The original signed copy of a certificate of limited liability partnership of a registered limited liability partnership or the certificate of authority of a foreign registered limited liability partnership or of any other document required to be filed pursuant to sections 34-300 to 34-434, inclusive, shall be delivered to the Secretary of the State. Unless the Secretary of the State determines that the documents do not conform to the filing provisions of said sections, he shall, when all required filing fees have been paid: (1) Endorse on each signed original “filed” and the date and time of its acceptance for filing; and (2) retain the signed original in his files.
(b) When any document is required or permitted to be filed or recorded as provided in sections 34-300 to 34-434, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
(c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-300 to 34-434, inclusive, to be filed with the Secretary of the State.
(d) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 34-300 to 34-434, inclusive, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.
(P.A. 94-218, S. 25, 28; P.A. 96-77, S. 8, 17; P.A. 11-146, S. 14.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced references to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81x transferred to Sec. 34-411 in 1997; P.A. 11-146 added new Subsec. (b) re authority of Secretary of the State for good cause to permit filing or recording of a photostatic or other photographic copy of a document in lieu of original instrument and the effect thereof, added new Subsec. (c) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary and redesignated existing Subsec. (b) as Subsec. (d), effective January 1, 2012.
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Sec. 34-412. (Formerly Sec. 34-81y). Domestic and foreign limited liability partnerships: Interrogatories by Secretary of the State. (a) The Secretary of the State may propound to any registered limited liability partnership or foreign registered limited liability partnership, subject to the provisions of sections 34-300 to 34-434, inclusive, and to any partner or employee thereof, such interrogatories as may be reasonably necessary and proper to enable said secretary to ascertain whether such registered limited liability partnership or foreign registered limited liability partnership has complied with the provisions of said sections applicable to such partnership. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by said secretary, and the answers thereto shall be full and complete and shall be made in writing and under oath.
(b) Each registered limited liability partnership or foreign registered limited liability partnership and each partner or employee thereof, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to such partnership or such partner or employee by the Secretary of the State, as provided in subsection (a) of this section, shall be fined not more than five hundred dollars.
(c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be open to public inspection, nor shall said secretary disclose any facts or information obtained therefrom except insofar as the official duties of said secretary may require the same to be made public, or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
(P.A. 94-218, S. 26, 28; P.A. 96-77, S. 9, 17.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 amended Subsec. (a) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81y transferred to Sec. 34-412 in 1997.
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Sec. 34-413. (Formerly Sec. 34-81z). Domestic and foreign limited liability partnerships: Fees payable to Secretary of the State. The Secretary of the State shall charge and collect the following fees and remit them to the Treasurer for the use of the state:
(a) Fees for filing documents and processing certificates: (1) Filing application to reserve a registered limited liability partnership name or to cancel a reserved limited liability partnership name, sixty dollars; (2) filing transfer of reserved registered limited liability partnership name, sixty dollars; (3) filing change of address of statutory agent or change of statutory agent, fifty dollars; (4) filing certificate of limited liability partnership, one hundred twenty dollars; (5) filing amendment to certificate of limited liability partnership, one hundred twenty dollars; (6) filing certificate of authority to transact business in this state, including appointment of statutory agent, one hundred twenty dollars; (7) filing amendment to certificate of authority to transact business in this state, one hundred twenty dollars; (8) filing an annual report, (A) prior to July 1, 2020, twenty dollars, and (B) on or after July 1, 2020, eighty dollars; (9) filing statement of merger, sixty dollars; and (10) filing certificate of reinstatement, one hundred twenty dollars.
(b) Miscellaneous charges: (1) For preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a registered limited liability partnership or foreign registered limited liability partnership: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification thereto, fifteen dollars; (2) for the issuance of a certification of legal existence of a registered limited liability partnership, forty dollars; (3) for the issuance of a certificate of legal existence which certificate may reflect any and all changes of registered limited liability partnership names and the dates of filing thereof, eighty dollars; (4) for the issuance of a certificate of legal existence reflecting amendments and the date or dates of filing thereof, one hundred twenty dollars; and (5) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will in his judgment cover the cost of the services provided.
(P.A. 94-218, S. 27, 28; P.A. 95-252, S. 10; P.A. 03-18, S. 73; June Sp. Sess. P.A. 09-3, S. 374; P.A. 14-154, S. 21; P.A. 19-117, S. 346.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (a)(1) to provide that the fee is also applicable to filing application “to cancel a reserved limited liability partnership name”; Sec. 34-81z transferred to Sec. 34-413 in 1997, effective July 1, 1997; P.A. 03-18 added Subsec. (a)(11) re $30 fee for filing statement of merger, effective July 1, 2003; June Sp. Sess. P.A. 09-3 increased fees; P.A. 14-154 amended Subsec. (a) by deleting former Subdiv. (6) re filing fee for renunciation of status report, redesignating existing Subdivs. (7) and (8) as Subdivs. (6) and (7), deleting former Subdiv. (9) re filing fee for withdrawal of certificate of authority, redesignating existing Subdivs. (10) and (11) as Subdivs. (8) and (9) and adding new Subdiv. (10) re filing fee for certificate of reinstatement, effective July 1, 2015; P.A. 19-117 amended Subsec. (a)(8) by increasing annual report filing fee from $20 to $80 on or after July 1, 2020, effective July 1, 2019.
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Secs. 34-414 to 34-418. Reserved for future use.
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Sec. 34-419. (Formerly Sec. 34-81b). Domestic limited liability partnership: Filing of certificate. (a) To become a registered limited liability partnership, a partnership shall file a certificate of limited liability partnership with the Secretary of the State, stating the name of the partnership, which shall conform to the requirements of section 34-406; the address of its principal office; if the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership will be required to maintain under section 34-408; a brief statement of the business in which the partnership engages; the electronic mail address, if any, of the registered limited liability partnership; any other matters the partnership may determine to include; and that the partnership thereby applies for status as a registered limited liability partnership.
(b) The status of a partnership as a registered limited liability partnership, and the liability of the partners for debts, obligations and liabilities of or chargeable to the partnership, shall not be affected by errors or subsequent changes in the information stated in a certificate of limited liability partnership filed under this section or a report filed under section 34-420.
(P.A. 94-218, S. 9, 28; P.A. 14-154, S. 22.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81b transferred to Sec. 34-419 in 1997, effective July 1, 1997; P.A. 14-154 amended Subsec. (a) by adding provision re electronic mail address of registered limited liability partnership, effective January 1, 2015.
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Sec. 34-420. (Formerly Sec. 34-81c). Domestic limited liability partnership: Annual report. (a) Each registered limited liability partnership shall file an annual report by electronic transmission with the Secretary of the State, which report shall be due upon the anniversary of the filing of a certificate of limited liability partnership pursuant to section 34-419. Upon request of a registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the registered limited liability partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
(b) Each annual report shall set forth: (1) The name of the registered limited liability partnership; (2) the registered limited liability partnership's current principal office address; (3) the electronic mail address, if any, of the registered limited liability partnership; (4) the name and address of the registered agent; and (5) such additional information, including the North American Industry Classification System Code, that the Secretary deems pertinent for determining the principal purpose of the limited liability partnership.
(c) Each annual report shall be executed in accordance with section 34-410 and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall deliver to each registered limited liability partnership at its principal office or electronic mail address, as shown on the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a registered limited liability partnership of the requirement of filing the report as provided in this section.
(P.A. 94-218, S. 10, 28; P.A. 11-146, S. 15; P.A. 19-40, S. 5.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81c transferred to Sec. 34-420 in 1997, effective July 1, 1997; P.A. 11-146 amended Subsec. (a) to require annual report to be filed “by electronic transmission” and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if partnership does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add Subdiv. (3) re electronic mail address and amended Subsec. (d) to require Secretary of the State to “deliver” a “notice that the annual report is due”, rather than “mail” a “form prescribed by him for the annual report”, allow delivery of such notice to partnership's electronic mail address and make a conforming change, effective January 1, 2012; P.A. 19-40 deleted former Subsec. (b) re reporting requirement commencing on January 1, 1997, and continuing annually thereafter, redesignated existing Subsec. (c) as Subsec. (b) and amended same by adding Subdiv. (4) re name and address of registered agent, adding Subdiv. (5) re additional information deemed pertinent by Secretary and redesignated existing Subsec. (d) as Subsec. (c), and made technical changes, effective January 1, 2020.
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Sec. 34-421. (Formerly Sec. 34-81d). Domestic limited liability partnership: Failure to file report. Incorrect report. (a) Any registered limited liability partnership required to file an annual report as provided in section 34-420, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed. However, the status of the registered limited liability partnership or the limited liability of the partners thereof shall not be affected, except as provided under subsection (b) of section 34-422.
(b) The Secretary of the State shall not accept for filing a report from a registered limited liability partnership until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a registered limited liability partnership does not conform to law, he may return it to the registered limited liability partnership for correction.
(c) The Secretary of the State shall proceed as provided in section 34-422 whenever a registered limited liability partnership is in default for failing to file its annual report required by section 34-420.
(P.A. 94-218, S. 11, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81d transferred to Sec. 34-421 in 1997, effective July 1, 1997.
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Sec. 34-422. (Formerly Sec. 34-81e). Domestic limited liability partnership: Revocation of certificate. (a) The Secretary of the State may effect the revocation of a registered limited liability partnership's certificate of registered limited liability partnership as provided in this section.
(b) Whenever any registered limited liability partnership is more than one year in default of filing its annual report, the Secretary of the State may notify such registered limited liability partnership by first class mail addressed to such registered limited liability partnership at its principal office as last shown in the records of said Secretary that under the provisions of this section the registered limited liability partnership's status as a registered limited liability partnership is to be revoked by reason of its default. Unless, within three months after the mailing of such notice, the registered limited liability partnership files a report made out and verified in all respects as the annual report of such registered limited liability partnership, the Secretary of the State shall prepare and file in the office of said Secretary a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of such partnership or the liability of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.
(c) Whenever it comes to the attention of the Secretary of the State that a registered limited liability partnership has failed to maintain a statutory agent for service, the Secretary of the State may notify such registered limited liability partnership by registered or certified mail addressed to such registered limited liability partnership at its principal office as last shown on his records that under the provisions of this section the registered limited liability partnership's rights and powers are in default. Unless the registered limited liability partnership within three months of the mailing of such notice files an appointment of statutory agent for service, the Secretary of the State shall prepare and file in his office a certificate of revocation by forfeiture stating that the status of the registered limited liability partnership as a registered limited liability partnership has been revoked by reason of its default. The status of a registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, is retained until expressly revoked by the Secretary of the State. Revocation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of revocation.
(d) Revocation shall be effective upon the filing by the Secretary of the State in his office of such certificate of revocation.
(e) After filing the certificate of revocation, the Secretary of the State shall: (1) Mail a certified copy thereof to the delinquent registered limited liability partnership addressed to such registered limited liability partnership at its principal office as last shown on his records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation.
(P.A. 94-218, S. 12, 28; P.A. 95-252, S. 22; P.A. 14-154, S. 23; P.A. 19-40, S. 11.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsecs. (b) and (c) to provide that the notice may be given by mail evidenced by a certificate of mailing and amended Subsec. (e) to provide that the copy of the certificate may be sent by mail evidenced by a certificate of mailing; Sec. 34-81e transferred to Sec. 34-422 in 1997, effective July 1, 1997; P.A. 14-154 amended Subsec. (b) by extending default period re registered limited liability partnership's failure to file annual report from “more than three months” to “more than one year”, changing “shall” to “may” re notification by Secretary of the State, deleting reference to mail evidenced by certificate of mailing, replacing provision re partnership will be subject to revocation with provision re revocation by reason of its default and making technical changes, amended Subsec. (c) by deleting reference to mail evidenced by certificate of mailing, and amended Subsec. (e) by deleting requirements that certificate of revocation be sent by registered or certified mail and published in 2 successive issues of the Connecticut Law Journal and adding requirement that Secretary of the State cause notice of filing of certificate of revocation to be posted on the office's web site, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making technical changes, effective January 1, 2020.
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Sec. 34-422a. Domestic limited liability partnership: Reinstatement after revocation. (a) At any time after revocation of registered limited liability partnership status pursuant to section 34-422, such status may be reinstated as provided in this section.
(b) If the name of the registered limited liability partnership is no longer available, such name shall, simultaneously with reinstatement, be changed to an available name by amendment of the certificate of limited liability partnership.
(c) A certificate of reinstatement conforming, with adaptations that are appropriate, to the content requirements of a certificate of limited liability partnership shall be executed and filed with the office of the Secretary of the State pursuant to sections 34-410 and 34-411.
(d) A certificate of reinstatement shall be accompanied by: (1) Payment of all penalties and forfeitures incurred by the limited liability partnership and a reinstatement fee as provided in section 34-413; (2) an annual report for the current year; and (3) an appointment of statutory agent for service, if required by section 34-408.
(e) Upon the filing of the certificate of reinstatement with the Secretary of the State, reinstatement shall be effective, the status of the partnership as a limited liability partnership shall commence and such limited liability partnership shall be revested with its rights and powers under sections 34-300 to 34-434, inclusive.
(P.A. 14-154, S. 27.)
History: P.A. 14-154 effective January 1, 2015.
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Sec. 34-423. (Formerly Sec. 34-81f). Domestic limited liability partnership: Renunciation of status. A registered limited liability partnership may renounce its status as a registered limited liability partnership by filing a renunciation of status report in the office of the Secretary of the State which sets forth: (1) The name of the registered limited liability partnership; (2) that it renounces its status as a registered limited liability partnership; (3) the effective date, which shall be a date certain, of the renunciation of status if such is not to be effective upon the filing; and (4) any other information the partnership may determine to include. Renunciation of the status of a registered limited liability partnership shall not affect the status of said partnership or the liabilities of the partners thereof with regard to events, acts or omissions occurring prior to the date of renunciation.
(P.A. 94-218, S. 13, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81f transferred to Sec. 34-423 in 1997, effective July 1, 1997.
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Secs. 34-424 to 34-428. Reserved for future use.
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Sec. 34-429. (Formerly Sec. 34-81j). Foreign limited liability partnership: Filing certificate of authority to transact business. Before transacting business in this state, a foreign registered limited liability partnership shall file a certificate of authority with the Secretary of the State executed by a person with authority to do so under the laws of the state or other jurisdiction where it is registered as a registered limited liability partnership. The certificate of authority shall set forth: (1) The name of the partnership and, if different, the name under which it proposes to transact business in this state, either of which shall conform to the requirements of section 34-406; (2) the state or other jurisdiction where it is registered as a registered limited liability partnership and the date of its registration; (3) the name and address of the agent in this state for service of process required to be maintained by section 34-408 and an acceptance of such appointment signed by the agent appointed; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the partnership; (5) a representation that the partnership is a “foreign registered limited liability partnership” as defined in section 34-301; (6) a brief statement of the business in which the partnership engages; (7) the electronic mail address, if any, of the foreign registered limited liability partnership; and (8) any other matters the partnership may determine to include.
(P.A. 94-218, S. 14, 28; P.A. 96-77, S. 4, 17; P.A. 11-146, S. 20; P.A. 14-154, S. 24.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 replaced reference to “subdivision (9) of section 34-40” with “subdivision (4) of section 34-301”, effective July 1, 1997; Sec. 34-81j transferred to Sec. 34-429 in 1997; P.A. 11-146 made a technical change in statutory reference in Subdiv. (5), effective January 1, 2012; P.A. 14-154 added new Subdiv. (7) re electronic mail address of foreign registered limited liability partnership and redesignated existing Subdiv. (7) as Subdiv. (8), effective January 1, 2015.
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Sec. 34-430. (Formerly Sec. 34-81k). Foreign limited liability partnership: Transacting business without filing certificate of authority. (a) A foreign registered limited liability partnership transacting business in this state may not maintain an action, suit or proceeding in a court of this state until it has filed the certificate of authority required under section 34-429.
(b) The failure of a foreign registered limited liability partnership to file a certificate of authority under section 34-429 does not: (1) Impair the validity of any contract or act of the foreign registered limited liability partnership; (2) affect the right of any other party to the contract to maintain any action, suit or proceeding on the contract; (3) prevent the foreign registered limited liability partnership from defending any action, suit or proceeding in any court of this state, or (4) affect the status of the foreign registered limited liability partnership as such or the liabilities of the partners thereof.
(c) A foreign registered limited liability partnership which transacts business in this state without filing a certificate of authority under section 34-429 shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such registered limited liability partnership had it duly applied for and received such authority to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign registered limited liability partnership is further liable to this state, for each month or part thereof during which it transacted business in this state without filing a certificate of authority under section 34-429, in an amount equal to three hundred dollars, except that a foreign registered limited liability partnership which has filed a certificate of authority with the Secretary of the State not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection.
(d) The civil penalty set forth in subsection (c) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign registered limited liability partnership has transacted business in this state in violation of sections 34-300 to 34-434, inclusive, the court may, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign registered limited liability partnership and the further exercise of any rights and privileges of a registered limited liability partnership in this state. The foreign registered limited liability partnership may be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which the court may assess, have been paid and until the foreign registered limited liability partnership has otherwise complied with the provisions of said sections.
(e) A partner of a foreign registered limited liability partnership is not liable for the debts, obligations and liabilities of or chargeable to the partnership solely because that partnership transacted business in this state without a valid certificate of authority. By transacting business in this state without filing a certificate of authority under section 34-429, the partners of a foreign registered limited liability partnership are deemed to have rendered themselves liable for the penalties, fees and taxes described in subsection (c) of this section.
(P.A. 94-218, S. 15, 28; P.A. 96-77, S. 5, 12, 17; P.A. 97-228, S. 4, 7; P.A. 98-137, S. 23, 62; 98-219, S. 33, 34; P.A. 09-83, S. 5.)
History: P.A. 94-218 effective January 1, 1996; P.A. 96-77 amended Subsec. (c) to replace reference to “said secretary” with “the Secretary of the State” and amended Subsec. (d) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive,” with “sections 34-300 to 34-434, inclusive,” effective July 1, 1997; Sec. 34-81k transferred to Sec. 34-430 in 1997; P.A. 97-228 deleted Subsec. (c)(1) re penalty of $2,000 for each year or part thereof during which a foreign registered limited liability partnership transacts business without filing a certificate of authority, renumbering remaining Subdivs. accordingly, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign registered limited liability partnership transacts business without filing a certificate of authority and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (c) to revise provision re grace period by providing that a foreign registered limited liability partnership is not liable for the monthly penalty if it has filed a certificate of authority “not later than ninety days after it has commenced transacting” business in this state rather than not being liable “for the first three months or part thereof during which it transacted business without such certificate”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 09-83 amended Subsec. (c) to increase penalty from $165 to $300 for each month or part thereof that a foreign registered limited liability partnership transacts business without filing a certificate of authority and to make a technical change.
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Sec. 34-431. (Formerly Sec. 34-81l). Foreign limited liability partnership: Annual report. (a) A foreign registered limited liability partnership authorized to transact business in this state shall file an annual report by electronic transmission with the office of the Secretary of the State which report shall be due upon the anniversary of such foreign registered limited liability partnership's certificate of authority pursuant to section 34-429. Upon request of a foreign registered limited liability partnership, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign registered limited liability partnership does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
(b) Each annual report shall set forth: (1) The name of the foreign registered limited liability partnership and, if different, the name under which such foreign registered limited liability partnership transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign registered limited liability partnership's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; (3) the electronic mail address, if any, of the foreign registered limited liability partnership; (4) the name and address of the statutory agent; and (5) such additional information, including the North American Industry Classification System Code, that the Secretary deems pertinent for determining the principal purpose of the foreign registered limited liability partnership.
(c) Each annual report shall be executed in accordance with section 34-410, and be accompanied by the filing fee established in section 34-413. The Secretary of the State shall deliver to each foreign registered limited liability partnership at its principal office or electronic mail address, as shown on the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign registered limited liability partnership of the requirement of filing the report as provided in this section.
(P.A. 94-218, S. 16, 28; P.A. 11-146, S. 16; P.A. 19-40, S. 6.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81l transferred to Sec. 34-431 in 1997, effective July 1, 1997; P.A. 11-146 amended Subsec. (a) to require annual report to be filed by “electronic transmission” and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if partnership does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add Subdiv. (3) re electronic mail address and amended Subsec. (d) to require Secretary of the State to “deliver” a “notice that the annual report is due”, rather than “mail” a “form prescribed by him for the annual report”, allow delivery of such notice to partnership's electronic mail address and make a conforming change, effective January 1, 2012; P.A. 19-40 deleted former Subsec. (b) re reporting requirement commencing on January 1, 1997, and continuing annually thereafter, redesignated existing Subsec. (c) as Subsec. (b) and amended same by adding Subdiv. (4) re name and address of statutory agent and adding Subdiv. (5) re additional information deemed pertinent by Secretary, and redesignated existing Subsec. (d) as Subsec. (c) and made technical changes, effective January 1, 2020.
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Sec. 34-432. (Formerly Sec. 34-81m). Foreign limited liability partnership: Failure to file report. Incorrect report. (a) Any foreign registered limited liability partnership required to file an annual report as provided in section 34-431, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.
(b) The Secretary of the State shall not accept for filing a report from a foreign registered limited liability partnership until any default for failure to file any annual report is cured. If the Secretary of the State finds that any annual report received from a foreign registered limited liability partnership does not conform to law, he may return it to the foreign registered limited liability partnership for correction.
(c) The Secretary of the State shall proceed as provided in section 34-433 whenever a foreign registered limited liability partnership is in default for failing to file its annual report required by section 34-431.
(P.A. 94-218, S. 17, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81m transferred to Sec. 34-432 in 1997, effective July 1, 1997.
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Sec. 34-433. (Formerly Sec. 34-81n). Foreign limited liability partnership: Revocation of certificate of authority. (a) The certificate of authority of a foreign registered limited liability partnership to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) The foreign registered limited liability partnership has failed to file its annual report with the Secretary of the State; or (2) a wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign registered limited liability partnership pursuant to sections 34-300 to 34-434, inclusive.
(b) (1) Upon the happening of the events set out in subdivision (1) of subsection (a) of this section, the Secretary of the State may revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state. (2) Upon determining to revoke the certificate of authority of a foreign registered limited liability partnership the Secretary of the State shall give not less than thirty days' written notice to the foreign registered limited liability partnership that said Secretary intends to revoke the certificate of authority of such foreign registered limited liability partnership for one of said causes, specifying the same. Such notice shall be given by first class mail addressed to the foreign registered limited liability partnership at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in the notice, the foreign registered limited liability partnership establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of authority did not exist at the time the notice was mailed or, if it did exist at such time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, said Secretary shall revoke the certificate of authority of such foreign registered limited liability partnership to transact business in this state.
(c) Upon revoking the certificate of authority of any foreign registered limited liability partnership, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Mail a copy thereof to such foreign registered limited liability partnership at its address as last shown on said Secretary's records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation. The filing of such certificate shall cause the authority of a foreign registered limited liability partnership to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign registered limited liability partnership of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the partnership in this state.
(d) The authority to transact business in this state is retained until expressly revoked by the Secretary of the State. Revocation of the authority of a foreign registered limited liability partnership to transact business in this state shall not affect the status of said partnership in this state under subsection (4) of section 34-400, or the validity of the acts of said partnership occurring prior to the effective date of revocation.
(P.A. 94-218, S. 18, 28; P.A. 95-252, S. 23; P.A. 96-77, S. 6, 17; P.A. 14-154, S. 25; P.A. 19-40, S. 12.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (b) to provide that notice may be given by mail evidenced by a certificate of mailing; P.A. 96-77 amended Subsec. (a) to replace reference to “sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive” with “sections 34-300 to 34-434, inclusive”, effective July 1, 1997; Sec. 34-81n transferred to Sec. 34-433 in 1997; P.A. 14-154 amended Subsec. (b) by deleting reference to mail evidenced by certificate of mailing and making technical changes, and amended Subsec. (c) by designating existing provision re mailing certificate of revocation to foreign registered limited liability partnership's address as last shown on Secretary of the State's records as Subdiv. (1), adding Subdiv. (2) requiring Secretary of the State to cause notice of filing of certificate of revocation to be posted on the office's web site and making technical changes, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and making a technical change, effective January 1, 2020.
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Sec. 34-434. (Formerly Sec. 34-81o). Foreign limited liability partnership: Withdrawal of certificate of authority. A foreign registered limited liability partnership may withdraw its certificate of authority by filing a report in the office of the Secretary of the State which sets forth: (1) The name of the foreign registered limited liability partnership; (2) that it withdraws its certificate of authority effective upon filing; and (3) any other information the partnership may determine to include.
(P.A. 94-218, S. 19, 28.)
History: P.A. 94-218 effective January 1, 1996; Sec. 34-81o transferred to Sec. 34-434 in 1997, effective July 1, 1997.
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Secs. 34-435 to 34-499. Reserved for future use.
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